UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of | (Commission File Number) | (IRS Employer Identification No.) | ||
incorporation) | ||||
(Address of principal executive offices) | (Zip Code) | |||
(
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Item 3.03. Material Modification to Rights of Security Holders.
The information set forth in Item 5.03 below is incorporated by reference herein in response to this Item.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On April 30, 2021, United States Lime & Minerals, Inc. (the “Company”) held its 2021 Annual Meeting of Shareholders (the “Annual Meeting”) in Dallas, Texas. At the Annual Meeting, the Company’s shareholders approved an amendment to Article SIXTH of the Restated Articles of Incorporation, as amended (the “Restated Articles”), to increase the Company’s number of shares of authorized common stock, par value $0.10 per share (the “Common Stock”), from 15,000,000 shares to 30,000,000 shares of Common Stock, with the 500,000 shares of authorized preferred stock, par value $5.00 per share, remaining the same (the “Charter Amendment”). The Charter Amendment and the reasons therefor are described in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on March 26, 2021 (the “2021 Annual Meeting Proxy Statement”), and that description is incorporated by reference herein.
On May 4, 2021, the Company filed the Articles of Amendment to the Restated Articles (the “Articles of Amendment”) with the Texas Secretary of State implementing the Charter Amendment. The Articles of Amendment are filed as Exhibit 3.1 to this Current Report on Form 8-K and are incorporated by reference herein.
This Current Report on Form 8-K also includes as Exhibit 4.1 an updated Description of the Company’s Securities Registered Under Section 12 of the Securities Exchange Act of 1934, as amended. This description has been updated to reflect the Charter Amendment.
Item 5.07. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
At the Annual Meeting, the shareholders voted on three proposals as described in the 2021 Annual Meeting Proxy Statement. The voting results for these proposals were as follows:
Proposal 1
The following six directors were elected to serve until the 2022 Annual Meeting of Shareholders and until their respective successors have been duly elected and qualified as set forth below:
Directors |
| FOR |
| WITHHELD |
| BROKER NON- |
|
Timothy W. Byrne | 5,118,391 | 30,119 | 504,826 | ||||
Richard W. Cardin | 4,881,050 | 267,460 | 504,826 | ||||
Antoine M. Doumet | 4,001,479 | 1,147,031 | 504,826 | ||||
Ray M. Harlin | 5,066,941 | 81,569 | 504,826 | ||||
Billy R. Hughes | 4,901,312 | 247,198 | 504,826 | ||||
Edward A. Odishaw | 4,843,121 | 305,389 | 504,826 |
Proposal 2
Shareholders approved, on a non-binding advisory basis, the Company’s executive compensation as set forth below:
|
|
|
|
| BROKER NON- |
| |
FOR | AGAINST | ABSTAIN | VOTES | ||||
4,611,739 | 531,070 | 5,701 | 504,826 |
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Proposal 3
Shareholders approved the Charter Amendment to increase the number of shares of authorized Common Stock from 15,000,000 shares to 30,000,000 shares as set forth below:
|
|
|
|
| BROKER NON- |
| |
FOR | AGAINST | ABSTAIN | VOTES | ||||
4,272,287 | 1,052,267 | 6,405 | 322,377 |
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
The Exhibit Index set forth below is incorporated by reference in response to this Item:
EXHIBIT INDEX
Exhibit |
| Exhibit |
3.1 | Articles of Amendment to Restated Articles of Incorporation, as amended. | |
4.1 | ||
104 | Cover Page Interactive Data File (formatted as Inline XBRL). |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, United States Lime & Minerals, Inc. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: May 4, 2021 | UNITED STATES LIME & MINERALS, INC. | |
By: | /s/ Michael L. Wiedemer | |
Michael L. Wiedemer, Vice President and | ||
Chief Financial Officer | ||
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